| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
VIRTUS INVESTMENT PARTNERS, INC. [ VRTS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 08/05/2010 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/05/2010 | C | 378,446 | A | (1) | 378,480(2)(3) | I | See footnotes(2)(4) | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Voting Convertible Preferred Stock | (1) | 08/05/2010 | C | 9,783 | (5) | (5) | Common Stock | 378,446(6) | (1) | 35,217 | I | See footnote(7) | |||
| Put Right (right to sell) | (8) | 08/05/2010 | J(8) | 9,783 | (8) | (8) | Series B Voting Convertible Preferred Stock(8) | 9,783(8) | (8) | 0 | I | See footnote(8) | |||
| Call Option (obligation to sell) | (9) | 08/05/2010 | J(9) | 9,783 | (9) | (9) | Series B Voting Convertible Preferred Stock(9) | 9,783(9) | (9) | 0 | I | See footnote(9) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. On August 5, 2010, Harris Bankcorp, Inc. ("Harris," a wholly-owned subsidiary of Harris Financial Corp.) exercised its right to convert 9,783 shares of Series B Voting Convertible Preferred Stock ("Series B Preferred Stock") of Virtus Investment Partners, Inc. (the "Issuer") and an amount equal to any accumulated and unpaid dividends on such Series B Preferred Stock into 378,446 shares of common stock of the Issuer (the "Conversion"). |
| 2. 34 shares of common stock of the Issuer are held in a bona fide fiduciary capacity in certain trust or investment accounts for the account of third parties and are beneficially owned indirectly by Bank of Montreal, Harris Financial Corp. (a wholly-owned subsidiary of Bank of Montreal) and Harris, and directly by Harris N.A. (a wholly-owned subsidiary of Harris). |
| 3. This number does not include 2,684 shares of common stock of the Issuer held by sub-advisors of Harris myCFO Investment Advisory Services, LLC ("myCFO," a wholly-owned subsidiary of Harris Financial Corp.) in the name of clients of myCFO. |
| 4. Harris is the direct beneficial owner of the shares of common stock acquired through the Conversion and Bank of Montreal and Harris Financial Corp. are the indirect owners of such securities. |
| 5. All information regarding the remaining 35,217 shares of Series B Preferred Stock owned by Harris is as set forth in our Form 3 filed on January, 12, 2009. |
| 6. This amount represents the shares of common stock that were received through the Conversion. The remaining 35,217 shares of Series B Preferred stock owned by Harris, if converted into common stock at the current conversion rate of 38.3139 shares of common stock per each share of Series B Preferred Stock, would be converted into 1,349,300 shares of common stock. |
| 7. Harris is the direct beneficial owner of each of the Series B Preferred Stock and Bank of Montreal and Harris Financial Corp. are the indirect owners of such securities. |
| 8. Pursuant to an Investment and Contribution Agreement (the "Investment Agreement"), dated October 30, 2008, by and among Phoenix Investment Management Company, the Issuer, Harris and Phoenix Companies, Inc., Harris had a put right, pursuant to which the Issuer, at any time on or after the three-year anniversary of October 31, 2008, would have been required to purchase 9,783 shares of Series B Preferred Stock from Harris. Through the Conversion, Harris converted the 9,783 shares of Series B Preferred Stock to which this put option applied into common stock. Because these shares of Series B Preferred Stock have been converted, the put option has been extinguished pursuant to the terms of the Investment Agreement. |
| 9. Pursuant to the Investment Agreement, the Issuer had a call option, pursuant to which, at any time after October 31, 2008 and prior to any exercise by Harris of its put right, it could have purchased from Harris 9,783 shares of Series B Preferred Stock on not less than five days' notice from the Issuer to Harris. Through the Conversion, Harris converted the 9,783 shares of Series B Preferred Stock to which this call option applied into common stock. Because these shares of Series B Preferred Stock have been converted, the call option has been extinguished pursuant to the terms of the Investment Agreement. |
| /s/ Blair Morrison, Senior Vice President, Deputy General Counsel, Corporate Affairs and Corporate Secretary, Bank of Montreal | 08/09/2010 | |
| /s/ Karen Eastburn, Assistant Corporate Secretary, Bank of Montreal | 08/09/2010 | |
| /s/ Pamela C. Piarowski, Senior Vice President, Harris Financial Corp. | 08/09/2010 | |
| /s/ Pamela C. Piarowski, Senior Vice President, Harris Bankcorp, Inc. | 08/09/2010 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||